Astrid Magnusson (ALISON LOHMAN) is a 15-year-old whose entire life has been controlled by her highly opinionated and domineering, yet loving artist mother, Ingrid (MICHELLE PFEIFFER). Her life is turned upside down when her mother is arrested and then convicted of killing her unfaithful boyfriend, Barry Kolker (BILLY CONNOLLY).
Suddenly left alone, Astrid finds herself at the mercy of children's services worker Miss Martinez (AMY AQUINO) who places the teen with Starr Thomas (ROBIN WRIGHT PENN), a born again Christian who's living with her married boyfriend, Ray (COLE HAUSER) and raising kids Carolee (LIZ STAUBER), Davey (MARC DONATO) and Owen (DALLAS McKINNEY).
When that situation doesn't work out and turns volatile, Astrid finds herself going through a series of foster homes - including with entertainment types Claire (RENÉE ZELLWEGER) and Mark Richards (NOAH WYLE) as well as the bohemian Rena Grushenka (SVETLANA EFREMOVA) - and an interim group home where she meets fellow artist Paul Trout (PATRICK FUGIT).
As Astrid tries to find happiness in her life, she must continually put up with and finally try to break free from her mother's influence and manipulation that extend beyond the prison walls holding her.